Moving an LLC from MA to OH

[Justin Wilson]

Hello,

i currently have an LLC based in Massachusetts with property in Ohio. I would like to move the LLC to Ohio to lower the tax burden. I called both Secretaries of State and found out I would have to register with Ohio as a foreign LLC. I also found out I would have to completely dissolve the Massachusetts LLC. Thus, I would basically be closing one company and starting another in a different state. My question is what happens to the assets / liabilities of the Massachusetts LLC. Would I have to do a separate asset transfer? Also, would any transfer of ownership or closing of the LLC trigger a mortgage due on sale clause? Does anyone have experience with this or know where I can find a good RE lawyer?

Thanks,

Justin

[Ann Bellamy]

I agree with @Greg Scott except for the $125 - it's $500 per year plus $20 for doing it online. 

I don't believe you can "move" an LLC per se, you simply register it as a foreign corporation in that new state.

Or, if you want to ditch the MA LLC altogether, you open the OH LLC, transfer the entity (talk to the lender first though) wait at least a full tax cycle because the MA LLC has to exist in order to pay taxes and effect transfers) and then shut down the MA LLC. Seems like more brain drain than it's worth. You're not saving a ton of money, but if you plan to buy more Ohio property, it might be worth it.

What is amazing, is that your closing company in Ohio didn't already require that the MA LLC be registered as a foreign corporation in OH.